Directors Report of Adani Power Ltd.

The Directors present herewith the 21st Annual Report along with the audited financial Statements of your Company for the financial year ended 31st March, 2017.

1. Financial Performance

The Financial highlight is depicted below:

(RS, in crores)

Particulars

Consolidated Results

Standalone Results

2016-17

2015-16

2016-17

2015-16

Revenue from operations

22,783.82

25,532.17

11,017.97

12,875.27

Other Income

418.96

201.58

735.22

522.73

Total revenue

23,202.78

25,733.75

11,753.19

13,398.00

Operating and Administrative expenses

16,812.17

16,730.04

9,760.54

9,348.95

Operating Profit before Interest, Depreciation and Tax

6,390.61

9,003.71

1,992.65

4,049.05

Depreciation and Amortization expenses

2,672.36

2,665.82

1,120.72

1,137.26

Profit before finance costs and exceptional items

3,718.25

6,337.89

871.93

2,911.79

Finance Costs

5,901.73

5,963.17

3,101.56

2,951.19

Exceptional Item

4,076.69

-

3,907.94

-

Profit /(Loss) before tax

(6,260.17)

374.72

(6,137.57)

(39.40)

Tax expenses

(86.07)

(176.08)

(83.23)

(135.94)

Net Profit / (Loss)

(6,174.10)

550.80

(6,054.34)

96.54

Other Comprehensive Income

3.97

30.97

1.63

20.36

Total Comprehensive (Loss) / income for the year

(6,170.13)

581.77

(6,052.71)

116.90

Surplus brought forward from previous year

-

-

-

-

Balance available for appropriation

(6,170.13)

581.77

(6,052.71)

116.90

Balance carried to Balance Sheet

(6,170.13)

581.77

(6,052.71)

116.90

2. Indian Accounting Standards (Ind AS)

Your Company has adopted Indian Accounting Standards ("Ind ASâ) with effect from 1st April 2016 with the transition date of 1st April 2015. Accordingly, the Financial Statements for the year ended 31st March 2017 have been prepared in accordance with Ind AS on the historical cost basis except for certain financial instruments that are measured at fair values. The Financial Statements for the year ended 31st March 2016 have been restated to comply with Ind AS to make them comparable.

Your Company has adopted Ind AS pursuant to the notification issued by the Ministry of Corporate Affairs (MCA) and duly prescribed under section 133 of the Companies Act 2013 read with rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies

(Indian Accounting Standards) Amendment Rules, 2016 with effect from 1st April 2016. The MCA notification also mandates Ind AS applicability to subsidiary Companies and hence the Company along with its subsidiaries have prepared and reported financial statements under Ind AS including consolidated Financial Statements of the Group.

A description of the transition to Ind-AS and its impact on Company''s and Group''s net profit and equity has been provided in the respective financial statements,

3. Performance Highlights

Consolidated:

The key aspects of your Company''s consolidated performance during the financial year 2016-17 are as follows:

a) Revenue

The consolidated total revenue of your Company for FY 2016-17 stood at RS,23,202.78 crores as against RS,25,733.75 crores for FY 2015-16 showing a decrease of 10%. The revenue is lower in FY 2016-17 mainly due to no recognition of Compensatory Tariff (CT) for Mundra plant, pursuant to the judgment by the Hon''ble Supreme Court in the matter and also due to reduction in quantum of power sold.

Your Company has sold 60.19 billion units of electricity during FY 2016-17 as against 64.62 billion units in FY 2015-16 from all the plants with decrease in Plant Load Factor (PLF) from 76% in the previous year to 70% in FY 2016-17.

b) Operating and Administrative Expenses

The consolidated operating and administrative expenses of RS,16,812.17 crores during FY 2016-17 which has increased marginally by 0.49% from RS,16,730.04 crores in FY 2015-16. It mainly consists of expenses in nature of fuel cost, employee benefits expense, transmission expense, repairs and maintenance etc.

The percentage of operating and administrative expenses to total revenue has increased to 72% in FY 2016-17 from 65% in FY 2015-16, largely due to increase in fuel cost and non-recognition of CT.

c) Depreciation and Amortization Expenses

The consolidated depreciation and amortization Expenses of RS,2672.36 crores during FY 2016-17 which has increased by 0.26% from RS,2665.82 crores in FY 2015-16.

d) Finance Costs

The consolidated finance costs of RS,5,901.73 crores during FY 2016-17 which has decreased by 1% from RS,5963.17 crores in FY 2015-16.

e) Exceptional Item

Exceptional item for the year includes reversal of CT of RS,3,619.49 crores and other receivable of RS,457.20 crores

f) Total Comprehensive (Loss) / Income for the year Consolidated total comprehensive loss for the year was RS,6170.13 crores as compared to total comprehensive profit of RS,581.77 crores in FY 2015-16. This is mainly due to CT reversal of earlier periods and non-recognition of CT for the current year.

Standalone:

The key aspects of your Company''s standalone performance during the financial year 2016-17 are as follows:

a) Revenue

The total revenue of your Company for FY 2016-17 was RS,11,753.19 crores as against RS,13,398.00 crores for FY 2015-16 showing a decrease of 12% on account of lower sale of units of 27.56 billion units from 30.29 billion units and due to non-recognition of Compensatory Tariff (CT) for Mundra plant, pursuant to the judgment by the Hon''ble Supreme Court in the matter.

b) Operating and Administrative Expenses

The operating and administrative expenses of RS,9,760.54 crores during FY 2016-17 which has increased by 4.41% from RS,9,348.95 crores in FY 2015-16. The percentage of operating and administrative expenses to revenue has increased to 83% in FY 2016-17 from 70% in FY 2015 16, largely due to increase in imported coal prices and transmission and other expenses.

c) Depreciation and Amortization Expenses

The depreciation and amortization expenses of RS,1,120.72 crores during FY 2016-17 has decreased by 1% from RS,1,137.26 crores in FY 2015-16.

d) Finance Costs

The finance costs of RS,3,101.56 crores during FY 2016-17 which has increased by 5% from RS,2,951.19 crores in FY 2015-16.

e) Exceptional Item

Exceptional item for the year includes reversal of CT of RS,3,619.49 crores and other receivable of RS,457.20 crores.

f) Total Comprehensive (Loss) / Income for the year

Total comprehensive loss for the year was RS,6052.71 crores as compared to total comprehensive profit of RS,116.90 crores in FY 2015-16. This is mainly due to CT reversal of earlier periods and non-recognition of CT for the current year.

The detailed financial and operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Report, which forms part of this Report.

4. Dividend

In view of the loss incurred during the financial year 2016-''17, your Directors do not recommended for any dividend on Equity Shares for the year under review,

5. Material Changes and Commitments

The material change which has occurred between the end of financial year of the Company and the date of this report is as under:

The Hon''ble Supreme Court in the ongoing matter of Compensatory Tariff, vide its order dated 11th April, 2017 has set aside the order of APTEL and ruled that the promulgation of Indonesian regulation is neither Force Majeure nor Change in Law as per the terms of PPA and hence, does not entitle Company to CT. Further, the order also held that the non-availability of domestic coal due to Change in Policy or Change in Law, in force in India, constitute Change in Law as per the terms of PPA. The Hon''ble Supreme Court directed the CERC to determine the relief under clause 13 of PPA. The Company has filed a petition with CERC to ascertain the relief that may be available to the Company.

6. Preferential Allotments

Allotment of Equity Shares on Preferential basis upon conversion of Warrants:

"During the financial year 2016-''17, the Company has issued and allotted 523,000,000 Warrants at a price of H32.54 (including premium of H22.54 per Warrant) per Warrant to promoter group entities convertible into equivalent number of Equity Shares on preferential basis in accordance with and in terms of the provisions of Sections 39, 42 and 62(1)(c) of the Companies Act, 2013 read with rules framed there under, Chapter VII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time and other applicable laws. All these Warrants were converted into equivalent number of Equity Shares during the year under review.

7. Fixed Deposits

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules made there under.

8. Subsidiary Companies and Its Financial Performance

Your Company has total 6 direct and indirect subsidiaries as on 31st March, 2017. There has been no material change in the nature of the business of the subsidiaries.

The Financial performance of the key subsidiaries is as under:

- Adani Power Maharashtra Limited (APML): Adani Power''s Tiroda Power Plant has a total installed capacity of 3,300 MW. PLF for the year was 61%. The Tiroda plant contributed RS,6,494.77 crores towards the total consolidated revenue, RS,2,410.87 crores towards the consolidated EBIDTA. APML Rs,ad RS,217.24 crores comprehensive loss during the year.

- Adani Power Rajasthan Limited (APRL): Adani Power''s Kawai Power Plant has a total installed capacity of 1,320 MW. PLF for the year was 72%. The Kawai plant contributed RS,4,012.65 crores towards the total consolidated revenue, RS,1,277.99 crores towards the consolidated EBIDTA and RS,14.83 crores comprehensive profit during the year,

- Udupi Power Corporation Limited (UPCL): Adani Power''s Udupi Power Plant has a total installed capacity of 1,200 MW. PLF for the year was 75%. The Udupi plant contributed RS,3,328.44 crores towards the total consolidated revenue, RS,1,181.15 crores towards the consolidated EBIDTA and RS,45.26 crores comprehensive profit during the year,

9. Consolidated Financial Statements

Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed there under and pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statements of subsidiaries, joint ventures and associates in Form AOC-1 are forming part of the Annual Report. The Financial Statements as stated above are also available on the website of the Company and can be accessed at http://www.adanipower.com/investors/ financials,

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept open for inspection by any shareholder/s during working hours at the Company''s registered office and that of the respective subsidiary companies concerned. The separate audited financial statements in respect of each of the subsidiary companies are also available on the website of the Company. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and related information of the Company and audited financial statements of each of its subsidiaries, are available on our website, www.adanipower.com. Details of developments of subsidiaries of the Company are covered in the Management Discussion and Analysis Report, which forms part of this Report.

10. Directors and Key Managerial Personnel

During the year under review, there has been no change in the Board of Directors and Key Managerial Personnel of the Company.

Directors retire by rotation

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Gautam S. Adani (DIN: 00006273) retires by rotation at the ensuing Annual General Meeting and being eligible for re-appointment, has shown his willingness for reappointment.

The Board recommends the re-appointment of above Director for your approval.

Independent Directors and their Meeting

Your Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

The Independent Directors met on 27th May, 2017, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

11. Directors'' Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

a. that in the preparation of the annual financial statement, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2017 and of the loss of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statement have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that proper system to ensure compliance with the provisions of all applicable laws was in place and were adequate and operating effectively.

12. Board Evaluation

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual Directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman, the Non Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

13. Policy on Directors'' Appointment and Remuneration

The Nomination and Remuneration Committee of the Company based on the needs of the Company and enhancing the competencies of the Board is selecting a candidate for appointment to the Board. The current policy is to have a balanced mix of executive and non-executive independent directors to maintain the independence of the Board and separate its function of Governance and Management. The Board of Directors at present comprises of 6 Directors, of which 4 are nonexecutive including 1 women director. The number of Independent Directors is 3, which is one half of the total number of Directors.

As required under Section 178(3) of the Companies Act, 2013, the policy of the Company on Directors'' appointment, including criteria for determining qualifications, independence of a Director, positive attributes and other matters, is governed by the Nomination and Remuneration Policy. The remuneration paid to the Directors is in accordance with the Remuneration Policy of the Company,

The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is available on the website of the Company at http://www.adanipower.com/investors/investor-download.

14. Internal Financial Control (IFC) System and their Adequacy

The Directors are responsible for laying down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. As per Section 134(5)(e) of the Companies Act, 2013, the Directors'' Responsibility Statement shall state the same.

Your Company has adopted the IFC framework as guidance for ensuring adequate controls and its effectiveness within the Company. The process of assessment of IFC would require setting up of an internal controls function in the organization. IFC Steering Committee evaluates the design and operating effectiveness of the IFC framework. The framework also focuses on internal controls over financial reporting (ICFR) that are put in place to develop and maintain reliable financial data, and to accurately present the same in a timely and appropriate manner. The framework refers to the policies and procedures adopted by the Company for ensuring orderly and efficient conduct of its business, including adherence to company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, timely preparation of reliable financial information.

The IT controls provide reasonable assurance of achieving the control objectives related to the processing of financial information within the computer processing environment. IT controls ensures appropriate functioning of IT applications and systems built by the organization to enable accurate and timely processing of financial data. Your Company deploys best in class applications and systems which streamline business processes, to improve performance and reduce costs. These systems provide seamless integration across modules and functions resulting into strong MIS platform and informed decision-making by the Management.

The Company has adequate and effective internal financial control in place which is being periodically evaluated. The Company has put in place strong internal control systems and best in class processes commensurate with its size and scale of operations. Internal financial control is a continuous process operating at all levels within the Company

The ICFR is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with applicable accounting principles and policies & procedures,

During the year, your Company has also carried out testing of controls at various areas of operation so as to ensure effectiveness of the internal financial control across the Organization,

across all functional areas and submits its reports to Management and Audit Committee about the compliance with internal controls and efficiency and effectiveness of operation and key processes and risks. Some key features of the Company''s internal controls system are:

i. Adequate documentation of policies & guidelines.

ii. Preparation & monitoring of Annual Budgets through monthly review for all operating & service functions.

v. The Company has a strong Compliance Management System which runs on an online monitoring system.

vi. Company has a well-defined Delegation of Power with authority limits for approving revenue & capex expenditure.

vii. Company uses ERP system to record data for accounting, consolidation and management information purposes and connects to different locations for efficient exchange of information.

viii. Internal Audit is carried out in accordance with auditing standards to review design effectiveness of internal control system & procedures to manage risks, operation of monitoring control, compliance with relevant policies & procedure and recommend improvement in processes and procedure.

15. Risk Management

Company''s Risk Management Framework is designed to help the organization to meet its objective through alignment of the operating controls to the mission and vision of the Group. The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls.

The Risk Management Framework institutionalized strives to ensure a holistic, mutually exclusive and collectively exhaustive, allocation of risks by identifying risks relating to key areas such as operational, regulatory, business and commercial, financial, people, etc. Using this framework we aim to achieve key business objectives, both in the long term and short term, while maintaining a competitive advantage.

A standard 3-step approach has been defined for risk management -

1) Risk Identification

2) Risk Assessment & Prioritization and

3) Risk Mitigation

Following review mechanism are in place for periodic review of the compliance to the risk policy and tracking of mitigation plans.

Once risks have been prioritized, comprehensive mitigation strategies are defined for each of the prioritized risks. These strategies take into account potential causes of the risk and outline leading risk mitigation practices. In order to ensure the efficacy of this approach, a robust governance structure has also been set in place. Clear roles and responsibilities have been defined at each level right from the site champion to the APL management & leadership.

All associated frameworks (risk categorization & identification); guidelines & practices (risk assessment, prioritization and mitigation) and governance structure have been detailed out in the "Risk Management Charterâ and approved by the Board of Directors,

16. Business Responsibility Report

The Business Responsibility Report for the year ended 31st March, 2017 as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed which forms part of this Report.

17. Related Party Transactions

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated

a Policy on Related Party Transactions which is also available on http://www.adanipower.com/investors/ investor-download. All Related Party Transactions are placed before the Audit Committee for review and approval of the Committee on a quarterly basis. Also the Company has obtained prior omnibus approval for Related Party Transactions occurred during the year for transactions which are of repetitive nature and / or entered in the ordinary course of business and are at arm''s length.

All the related party transactions entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

During the year under review, your Company has entered into transactions with related parties which are material as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the details of said transactions are provided in the Notice of the Annual General Meeting.

18. Auditors & Auditors'' Report

Statutory Auditors:

As per the provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Deloitte Haskins & Sells, Chartered Accountants, has been appointed as Statutory Auditors for a period of three years in the 18th Annual General Meeting (AGM) of the Company held on 09.08.2014, until the conclusion of the 21st Annual General Meeting of the Company. Accordingly, the Statutory Auditors of the Company, M/s. Deloitte Haskins & Sells, Chartered Accountants, holds office till the conclusion of the ensuing Annual General Meeting of the Company,

After evaluation of the Country''s leading Auditing Firms, the Board of Directors has identified and recommended the appointment of M/s. S R B C & Co. LLP (324982E/ E300003), Chartered Accountants, as the Statutory Auditors of the Company for a term of 5 years (subject to ratification by members at every Annual General Meeting if required under the prevailing law at that time), to hold office from the conclusion of the 21st Annual General Meeting until the conclusion of the 26th Annual General Meeting of the Company. S R B C & Co. LLP is a part of the S. R. Batliboi & affiliates network of audit firms established in 1914 and registered with the Institute of Chartered Accountants of India. All the constituent firms of S.R. Batliboi are member firms in India of Ernst & Young Global Limited (E&Y).

M/s. S R B C & Co. LLP, Chartered Accountants, have expressed their willingness to be appointed as Statutory Auditors of the Company. They have further confirmed that the said appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment. Accordingly, their appointment as Statutory Auditors of the Company from the conclusion of the 21st Annual General Meeting until the conclusion of the 26th Annual General Meeting of the Company, is placed for your approval,

Explanation to Auditors'' Comment:

The Auditors'' Qualification has been appropriately dealt with in Note No. 32 of the Notes to the consolidated audited financial statements. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

Cost Auditors:

Your Company has appointed M/s Kiran J. Mehta & Co., Cost Accountants (Firm Reg. No. 100497) to conduct audit of cost records of the Company for the year ended 31st March, 2018. The Cost Audit Report for the year 2015 16 was filed before the due date with the Ministry of Corporate Affairs.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, the Company had appointed Mr. Chirag Shah, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 201617 is annexed, which forms part of this report as Annexure

- B. There were no qualifications, reservation or adverse remarks given by Secretarial Auditor of the Company in the Secretarial Audit Report of the Company.

- JUSE 5S Certification for Work Place management System by JUSE, which is first ever in the group;

- QCFI: Quality Leadership Award (Private Sector) - 2016 given on the recommendations from QCFI representatives and the data of the respective organization, and the contribution of Chief Executives from various Private Sector Organizations practicing Quality Concepts at 30th National Convention on Quality Concepts;

- 5S case study in Competition at National Conclave on 5S Quality Circle Forum of India.( Highest Level of

Recognition)

20. Corporate Governance

Your Company has complied with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding Corporate Governance forms part of this AR along with the required Certificate from a Practicing Company Secretary regarding compliance of the condition of the Corporate Governance as stipulated under the said regulations.

21. Management Discussion and Analysis

A detailed report on the management discussion and analysis report forms part of this, provided as a separate section in the Annual Report.

22. Sustainability & Corporate Social Responsibility (S & CSR)

Our CSR Philosophy:

The S & CSR agenda is planned in consultation with the community through a systematic independent need assessment, as well as through a Participatory Rural Appraisal (PRA).

The inputs are then taken from an Advisory Committee, including senior members from the Adani Foundation and eminent personalities from the field.

The S & CSR agenda is subsequently deliberated upon and after careful consideration, then processed by our leadership in consultation with Adani Foundation.

Community Engagement and Development:

We approach community care with the same zeal and efficiency as we approach our business. We make strategic long-term investments which yield life-long positive change to the communities around us. We have a committed implementation team to carefully choose and craft initiatives in alignment with current and future needs of the nation.

We focus on a holistic socio-economic development of the local communities around our plant operations. We believe in positive relationships that are built with constructive engagement which enhances the economic, social and cultural well-being of individuals and regions connected to our activities. We continuously engage in dialogues, consultation, coordination and cooperation with community members to improve our sustainability performance and reduce business risks.

Implementation through Adani Foundation:

We initially started working with communities in and around Mundra, Gujarat, and slowly expanded our operations in the states of Gujarat, Maharashtra, Rajasthan, Himachal Pradesh, Madhya Pradesh, Chhattisgarh and Odisha. We are aligning our philosophy with Sustainable Development Goals in order to ensure that the lives of the marginalized communities are substantially improved.

The comprehensive aim of the Foundation is to enhance the living conditions of the communities in which our operations are based. Our CSR always gives prime importance to inclusive growth and equitable development of the community,

We ensure that all our initiatives are successfully adopted by the community by ensuring their active involvement in the process of development. We carry out internal as well as external impact assessment of the community projects.

The Annual Report on CSR activities and initiatives on Sustainability Reporting are annexed which forms part of this Report. The CSR policy is available on the website of the Company

23. Disclosures

A. Number of Board Meetings:

The Board of Directors met 5 (five) times during the year under review. The details of Board meetings and the attendance of the Directors are provided in the Corporate

Governance Report which forms part of this Report.

B. Committees of Board:

Details of various committees constituted by the Board of Directors as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 are given in the Corporate

Governance Report and forms part of this report,

C. Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT 9, is annexed to this Report as

Annexure - A,

D. Vigil Mechanism / Whistle Blower Policy

The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for employees and Directors to report concerns about unethical behavior. No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of the Company at htto://www.adanipower.com/investors/inve stor-download

E. Particulars of Loans, Guarantees or Investments:

The provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee or security is not applicable to the Company as the Company is engaged in the business of providing infrastructural facilities and is exempted under Section 186 of the Companies Act, 2013. The details of investments made during the year under review are disclosed in the financial statements.

F. Significant and Material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company:

It is described in the section on "Material changes and commitmentsâ herein above.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies

Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as Annexure - D.

H. Particulars of Employees

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report, as Annexure - C.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

I. Prevention of Sexual Harassment at Workplace:

As per the requirement of the provisions of the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made there under, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment,

J. Other Disclosures and Reporting

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act;

2. Issue of equity shares with differential rights as to dividend, voting or otherwise;

3. Issue of shares (including sweat equity shares) to

employees of the Company under ESOP or any other scheme;

4. Neither the Managing Director nor the Whole-time Director of the Company has received any remuneration or commission from any of its subsidiaries.

24. Acknowledgement:

Your Directors place on record their appreciation for assistance and co-operation received from various Ministries and Department of Government of India and other State Governments, financial institutions, banks, shareholders of the Company etc. The management would also like to express great appreciation for the commitment and contribution of its employees for their committed services,

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

For and on behalf of the Board of Directors

Gautam S. Adani

Place : Ahmadabad Chairman

Date : 27th May, 2017 (DIN: 00006273)

Mar 31, 2015

Dear Shareholders,

The Directors are pleased to present the 19th Annual Report along with
the audited accounts of your Company for the financial year ended 31st
March, 2015.

The consolidated total revenue of your Company for FY 2014-15 stood at
Rs. 19,791.44 crores as against Rs. 16,005.38 crores for FY 2013-14
(including revenue from discontinuing operations of Rs. 726.30 crores for
FY 2014-15 and Rs. 310.05 crores for FY 2013-14) showing an increase of
24%.

The EBIDTA (before exceptional items but including discontinuing
operations) increased by 17% from Rs. 5,210.86 crores in FY 2013-14 to Rs.
6,082.98 crores in FY 2014-15. Increase in EBIDTA is on account of
increase in revenue.

Consolidated Net Loss for the year increased from Rs. 290.55 crores in FY
2013-14 to Rs. 815.63 crores in FY 2014-15.

During the year, the Company (alongwith subsidiaries) emerged as
largest private power producer with installed capacity of 9240 MW. The
Company also set a record in power generation by achieving full load of
4620 MW at Mundra power plant.

Consolidated Financial Statements:

The audited consolidated financial statements of your Company as on
31st March, 2015, have been prepared in accordance with the relevant
Accounting Standards issued by the Institute of Chartered Accountants
of India and Clause 41 of the Listing Agreement and provisions of the
Companies Act, 2013 and form part of this Annual Report.

The detailed operational performance of the Company has been
comprehensively discussed in the Management Discussion and Analysis
Report which forms part of this Report.

Standalone:

The total revenue of your Company for FY 2014-15 stood at Rs. 11,037.01
crores as against Rs. 11,769.44 crores for FY 2013-14 (including revenue
from discontinuing operations of Nil for FY 14-15 and Rs. 295.61 crores
for FY 2013-14) showing a decrease of 6%.

The EBIDTA (before exceptional items but including discontinuing
operations) decreased by 35% from Rs. 4,444.46 crores in FY 2013-14 to Rs.
2,874.44 crores in FY 2014-15.

In view of accumulated losses, your Directors have not recommended any
dividend on Equity Shares for the year under review.

Material Changes and Commitments:

No material changes and commitments have occured between the end of
financial year of the company and the date of this report affecting the
financial position of the company as at 31st March, 2015.

A) Key developments during the financial year:

Demerger of transmission business:

The Scheme of Demerger of transmission line business of Adani Power
Limited (APL or the Company) and Adani Power Maharashtra Limited (APML)
into another Wholly Owned Subsidiary of the Company viz. Adani
Transmission (India) Limited (ATIL) was approved by the Hon'ble High
Court of Gujarat vide its order dated 26th September, 2014 which has
come into effect on 12th January, 2015 upon receipt of requisite
approvals of regulatory authorities. As per the said scheme of
demerger, your Company had received 10,00,00,000 Equity Shares of Rs.
10/- each of ATIL.

Subsequent to the approval of the Board of Directors and Shareholders
through postal ballot process, your Company has divested its 90.91%
equity investment held in Adani Transmission (India) Limited
(subsidiary of the Company) to Adani Transmission Limited (wholly owned
subsidiary of Adani Enterprises Limited) at an aggregating value of '
311.92 crores determined on the basis of independent valuation report.
Adani Transmission (India) Limited ceased to be a subsidiary of the
Company w.e.f. 4th March, 2015.

B) Key developments between the end of the financial year and the date
of this report:

i. Demerger of Power Undertaking of Adani Enterprises Ltd. with the
Company:

During the year under review, the Board of Directors at its meeting
held on 30th January, 2015 had approved the Composite Scheme of
Arrangement between Adani Enterprises Limited (AEL) and Adani Ports and
Special Economic Zone Limited (APSEZ) and Adani Power Limited (the
Company) and Adani Transmission Limited (ATL) and Adani Mining Private
Limited (AMPL) and their respective shareholders and creditors for
demerger of the diversified businesses of its parent company, AEL
including demerger of the Power Undertaking of AEL and the shareholding
of AEL into the Company. The rational for demerger of Power Undertaking
from AEL to the Company are as under:

a. To enable independent focus of management in varied businesses.

b. To facilitate vertical integration for the Company by housing
similar business under single identified entities thereby facilitating
the management to efficiently exploiting any opportunities for each of
the businesses.

c. To provide the companies with opportunities for independent
collaboration and expansion without committing the existing
organization in its entirety.

d. To create enhanced value for shareholders by allowing more
concentrated strategy in operations.

e. To facilitate varied class of investors to separately hold
investments in each of such identified businesses with different
characteristics thereby enabling them to opt for investment which would
best suit their investment strategies and risk profiles.

The shareholders of the Company have approved the above Composite
Scheme of Arrangement by Postal Ballot and Court Convened Meeting, the
result of which was announced on 20th April, 2015.

The said Composite Scheme of Arrangement was approved by the Hon'ble
High court of Gujarat vide its order dated 7th May, 2015.

ii. Acquisition of Udupi Power Corporation Limited (UPCL)

Pursuant to receipt of all necessary consents and approvals, your
Company has acquired 100% stake of Udupi Power Corporation Limited
(UPCL) on 20th April, 2015 at an enterprise value of Rs. 6,300 Crores.

Your Company has executed a share purchase agreement with the owners of
Korba West Power Company Limited (KWPCL) for acquisition of 100% stake
in KWPCL which owns a 600 MW Coal based thermal power plant in state of
Chhattisgarh.

Fixed Deposits:

During the year under review, your Company has not accepted any fixed
deposits within the meaning of Section 73 of the Companies Act, 2013
read with rules made there under.

Non-Convertible Debentures:

During the year under review, your Company has issued 1000 Rated,
Unlisted, Redeemable, Non-Convertible Debentures of face value of Rs.
1,00,00,000 each aggregating to Rs. 1000 crores issued on a private
placement basis.

Particulars of loans, guarantees or investments:

The provisions of Section 186 of the Companies Act, 2013, with respect
to a loan, guarantee or security is not applicable to the Company as
the Company is engaged in providing infrastructural facilities and is
exempted under Section 186 of the Companies Act, 2013. The details of
investment made during the year under review are disclosed in the
financial statements.

Subsidiaries, Joint Ventures and Associate Companies:

Your Company has four (direct and indirect) subsidiaries as on 31st
March, 2015.

During the year under review, the following changes have taken place in
Subsidiary / Joint Venture Companies:

A. The Company has acquired Udupi Power Corporation Limited (UPCL), a
1200 MW power plant based on imported coal from Hyderabad based - Lanco
Infratech Limited on 20th April, 2015. With this acquisition, Adani
Power's installed capacity has increased to 10,440 MW.

B. Adani Power (Karnataka) Limited (APKL) was incorporated as Wholly
Owned Subsidiary of the Company.

C. In order to consolidate transmission lines business across the Group
under one entity, the Board of Directors of the Company had approved
the divestment of its investment held in Adani Transmission (India)
Limited (ATIL) to Adani Transmission Limited (ATL), a Wholly Owned
Subsidiary of Adani Enterprises Limited (AEL) based on the Independent
Valuation Report. The said divestment was approved by the shareholders
by way of postal ballot on 20th February, 2015. Accordingly, the entire
Equity Shares of ATIL as held by the Company had been transferred to
ATL and hence ATIL ceased to be subsidiary of the Company w.e.f. 4th
March, 2015.

D. Adani Power Resources Limited has become a subsidiary of your
Company as per the definition of "subsidiary" as given in Section 2(87)
of the Companies Act, 2013 w.e.f. 21st January, 2015.

E. Pursuant to the provisions of Section 129, 134 and 136 of the
Companies Act, 2013 read with rules framed thereunder and pursuant to
clause 41 of the Listing Agreement, the Company had prepared
consolidated financial statements of the Company and its subsidiaries
and a separate statement containing the salient features of financial
statements of subsidiaries, joint ventures and associates in Form AOC-1
are forming part of the Annual Report.

F. The annual financial statements and related detailed information of
the subsidiary companies shall be made available to the shareholders of
the holding and subsidiary companies seeking such information on all
working days during business hours. The financial statements of the
subsidiary companies shall also be kept open for inspection by any
shareholder/s during working hours at the Company's registered office
and that of the respective subsidiary companies concerned. The separate
audited financial statement in respect of each of the subsidiary
companies is also available on the website of the Company. Details of
developments of subsidiaries of the Company are covered in the
Management Discussion and Analysis Report which forms part of this
Annual Report.

Directors and Key Managerial Personnel:

Mr. B.B. Tandon (DIN: 00740511) retired w.e.f. 1st February, 2015.

Ms. Nandita Vohra (DIN: 06962408) was appointed as an Additional
Director of the Company w.e.f. 30th March, 2015 to hold office up to
the ensuing Annual General Meeting. Your Company has received notice
from a member proposing her appointment as Director of the Company. The
Board welcomes her and looks forward to her valued contribution to your
Company.

In accordance with the provisions of Section 149 of the Companies Act,
2013, Ms. Nandita Vohra is appointed as Woman Independent Director to
hold office as per her tenure of appointment mentioned in the Notice of
the forthcoming Annual General Meeting of the Company.

The tenure of Mr. Vneet S Jaain, Executive Director of the Company will
expire on 13th May, 2015. The Nomination and Remuneration Committee and
the Board of Directors at their respective meetings held on 11th May,
2015 recommended and approved the re-appointment of Mr. Vneet S Jaain
as an Executive Director of the Company for a further period of three
years i.e. upto 13th May, 2018, subject to the approval of members.
Terms and conditions for his re-appointment are contained in the
Explanatory Statement forming part of the notice of the ensuing Annual
General Meeting.

Pursuant to the provisions of Section 149 of the Act, which came into
effect from 1st April, 2014, Mr. B.B. Tandon, Mr. Vijay Ranchan and Mr.
C.P. Jain were appointed as Independent Directors at the Annual General
Meeting of the Company held on 9th August, 2014. The terms and
conditions of appointment of Independent Directors are as per Schedule
IV of the Act. Your Company has received declarations from all the
Independent Directors of the Company confirming that they meet with the
criteria of Independence provided in Section 149(6) of the Act and
Clause 49 of the Listing Agreement and there has been no change in the
circumstances which may affect their status as Independent Director
during the year.

Pursuant to the requirements of the Companies Act, 2013 and Articles of
Association of the Company, Mr. Rajesh S. Adani (DIN: 00006322) is
liable to retire by rotation and being eligible offer himself for
re-appointment.

Brief details of Directors proposed to be appointed/re-appointed as
required under Clause 49 of the Listing Agreement are provided in the
Notice of Annual General Meeting forming part of this Annual Report.

The appointments of the Key Managerial Personnel have been made before
the commencement of the financial year under review and the same have
been formalised during the year as per the Companies Act, 2013.

Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, state the
following:

a. that in the preparation of the annual financial statements, the
applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied
consistently and judgement and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2015 and of the loss of the
Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going
concern basis;

e. that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively;

f. that proper systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.

Number of Board Meetings:

The Board of Directors met 6 (six) times during the year under review.
The details of Board meetings and the attendance of the Directors are
provided in the Corporate Governance Report which forms part of this
Report.

Independent Directors' Meeting:

The Independent Directors met on 26th March, 2015, without the
attendance of Non-Independent Directors and members of the Management.
The Independent Directors reviewed the performance of Non-Independent
Directors and the Board as a whole; the performance of the Chairman of
the Company, taking into account the views of Executive Directors and
Non-Executive Directors and assessed the quality, quantity and
timeliness of flow of information between the Company Management and
the Board that is necessary for the Board to effectively and reasonably
perform their duties.

Board Evaluation:

The Board adopted a formal mechanism for evaluating its performance as
well as that of its Committees and individual Directors, including the
Chairman of the Board. The exercise was carried out through a
structured evaluation process covering various aspects of the Board
functioning such as composition of the Board & committees, experience &
competencies, performance of specific duties & obligations,
contribution at the meetings and otherwise, independent judgment,
governance issues etc.

Policy on Directors' appointment and remuneration:

The Company's policy on Directors' appointment and remuneration and
other matters provided in Section 178(3) of the Companies Act, 2013 is
available on the website of the Company.

Internal Financial control system and their adequacy:

The details in respect of internal financial control and their adequacy
are included in the Management Discussion & Analysis Report, which
forms part of this report.

Risk Management:

The Board of the Company has formed a Risk Management Committee to
frame, implement and monitor the risk management plan for the Company.
The committee is responsible for reviewing the risk management plan and
ensuring its effectiveness. The audit committee has additional
oversight in the area of financial risks and controls.

Committees of Board:

Details of various committees constituted by the Board of Directors as
per the provisions of Clause 49 of the Listing Agreement and Companies
Act, 2013 are given in the Corporate Governance Report and forms part
of this report.

Sustainability and Corporate Social Responsibility:

The Company has constituted Corporate Social Responsibility (CSR)
Committee and has framed a CSR Policy. The said Committee has been
renamed as Sustainability & Corporate Social Responsibility Committee
(S&CSR). The brief details of S&CSR Committee are provided in the
Corporate Governance Report. The Annual Report on CSR activities is
annexed which forms part of this Report. The CSR policy is available on
the website of the Company.

Corporate Governance and Management Discussion and Analysis Report:

A separate report on Corporate Governance compliance and a Management
Discussion and Analysis Report as stipulated by Clause 49 of the
Listing Agreement forms part of this Annual Report along with the
required Certificate from a Practicing Company Secretary regarding
compliance of the conditions of Corporate Governance as stipulated by
Clause 49 of the Listing Agreement.

In compliance with Corporate Governance requirements as per Clause 49
of the Listing Agreement, your Company has formulated and implemented a
Code of Business Conduct and Ethics for all Board members and senior
management personnel of the Company, who have affirmed the compliance
thereto.

Business Responsibility Report:

The Business Responsibly Report for the year ended 31st March, 2015 as
stipulated under Clause 55 of Listing Agreement is annexed which forms
part of this Report.

Prevention of Sexual Harassment at Workplace:

As per the requirement of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 read with rules made
thereunder, your Company has constituted Internal Complaints Committee
which is responsible for redressal of complaints related to sexual
harassment. During the year under review, there were no complaints
pertaining to sexual harassment.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form
MGT 9, is annexed to this Report as Annexure - A.

Related Party Transactions:

All the related party transactions entered into during the financial
year were on an arm's length basis and were in the ordinary course of
business. Your Company had not entered into any transactions with
related parties which could be considered material in terms of Section
188 of the Companies Act, 2013. Accordingly, the disclosure of related
party transactions as required under Section 134(3)(h) of the Companies
Act, 2013 in Form AOC 2 is not applicable.

During the year under review, your Company has entered into
transactions with related parties which are material as per Clause 49
of the Listing Agreement and the details of said transactions are
provided in the Notice of the Annual General Meeting.

Significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status of the Company:

There are no significant and material orders passed by the Regulators
or Courts or Tribunals which would impact the going concern status and
the Company's future operations.

Insurance:

Your Company has taken appropriate insurance for all assets against
foreseeable perils.

Auditors & Auditors' Report:

M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration
No.: 117365W), the Statutory Auditors of the Company, will retire at
the conclusion of the ensuing Annual General Meeting and are eligible
for re-appointment. Your Company has received letter from M/s. Deloitte
Haskins & Sells, Chartered Accountants, to the effect that their
appointment, if made, would be within the prescribed limits under
Section 141 of the Companies Act, 2013 read with rules made thereunder
and that they are not disqualified for such appointment.

Your Directors recommend the re-appointment of M/s. Deloitte Haskins &
Sells, Chartered Accountants, as Statutory Auditors of the Company to
hold office from the conclusion of this Annual General Meeting (AGM)
till the conclusion of 21st AGM of the Company to be held in the
calendar year 2017.

Audit Qualification:

The Auditors Qualification has been appropriately dealt in Note No. 36
of the Standalone Financial Statements and is self-explanatory.

Cost Auditors:

Your Company has appointed M/s K. V. Melwani & Associates, Cost
Accountants (Firm Regi. No. 100497) to conduct audit of cost records of
the Company for the year ended 31st March, 2016.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the rules made thereunder, the Company had appointed Mr. Chirag
Shah, Practising Company Secretary to undertake the Secretarial Audit
of the Company. The Secretarial Audit Report for FY 2014-15 is annexed,
which forms part of this report as Annexure - B. There were no
qualifications, reservation or adverse remarks in the Secretarial Audit
Report of the Company.

Information Technology: An enabler for Growth:

Your Company continues to pioneer usage of innovative and modern IT
solutions to drive the operations in an efficient and effective manner.
Your Company deploys best in class applications and systems which
streamline business processes, to improve performance and reduce costs.
These systems provide seamless integration across modules and functions
resulting into strong MIS platform and informed decision-making by the
Management.

Awards & Recognitions:

During the year under review, your Company had won the following
awards:

3. Gold Medal - Best Lean Quality Circle Team conferred by Quality
Circle Forum of India for the ground performance and application of the
universally acclaimed and accepted principle of the quality Management.

4. Gold Medal - Best 5S Team conferred by Quality Circle Forum of India
for ground performance and application of the universally acclaimed and
accepted principle of the 5S Concept.

5. Bronze Medal - Best Quality Circle Team conferred by Quality Circle
Forum of India for the ground

performance and application of the universally acclaimed and accepted
principle of the quality

7. Distinguish award - Best Quality Circle Case presentation conferred
by Quality Circle Forum of India for the ground performance and
application of the universally acclaimed and accepted principle of the
quality Management for the ground performance and application of the
universally acclaimed and accepted principle of the quality Management.

8. Par Excellent award - Best Lean Circle Team conferred by Quality
Circle Forum of India for the ground

performance and application of the universally acclaimed and accepted
principle of the quality

Management.

9. Par Excellent award - Best 5S Circle conferred by Quality Circle
Forum of India for the ground performance and application of the
universally acclaimed and accepted principle of the quality Management.

Particulars of Employees:

The information required under Section 197 of the Companies Act, 2013
read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided in separate annexure
forming part of this Report as Annexure - C.

The statement containing particulars of employees as required under
Section 197 of the Companies Act, 2013 read with rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, will be provided upon request. In terms of Section 136 of the
Companies Act, 2013, the Report and Accounts are being sent to the
Members and others entitled thereto, excluding the information on
employees' particulars which is available for inspection by the members
at the Registered Office of the Company during business hours on
working days of the Company. If any member is interested in obtaining a
copy thereof, such Member may write to the Company Secretary in this
regard.

The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts)
Rules, 2014, as amended from time to time is annexed to this Report as
Annexure - D.

Acknowledgement:

Your Directors place on record their appreciation for assistance and
co-operation received from various Ministries and Department of
Government of India and other State Governments, financial
institutions, banks, shareholders of the Company etc. The management
would also like to express great appreciation for the commitment and
contribution of its employees for their committed services.

Your Directors wish to place on record their sincere appreciation for
the dedicated efforts and consistent contribution made by the employees
at all levels, to ensure that the Company continues to grow and excel.
For and on behalf of the Board of Directors

The total revenue of your Company for FY 2013-14 stood at Rs. 11,600.17
Crores (including revenue from discontinuing operations of Rs. 295.61
Crores) as against Rs. 6,868.09 Crores for FY 2012-13 showing an increase
of 69%.

The EBIDTA (before exceptional items and including discontinuing
operation) increased by 210% from Rs. 1,332 Crores in FY 2012-13 to Rs.
4,129 Crores in FY 2013-14.

Consolidated Net Loss for the year reduced from Rs. (2,295.01) Crores in
FY 2012-13 to Rs. (290.55) Crores in FY 2013-14.

In February, 2014, Central Electricity Regulatory Commission (CERC)
passed an order approving compensatory tariff till 31st March, 2013 and
recommended a formulae for computation of compensatory tariff beyond
31st March, 2013. The said order states that the Compensatory Tariff
till 31st March 2013 aggregating Rs. 829.75 Crores shall be paid to the
Company in equal monthly installments over a period of not more than 36
months from the date of the order. The amount of Compensatory Tariff
from 1st April, 2013 to 31st March, 2014 shall be paid to the Company
in equal monthly instalments over a period of not less than 12 months
from the date of the order and the Compensatory Tariff for subsequent
periods commencing from 1st April, 2014 shall be paid on a monthly
basis based on claims submitted by the Company. Your Directors welcome
the order. This step will revive investment cycle in power sector,
which had slowed down due to non-remunerative power price under the old
PPAs.

During the year, the Company (alongwith subsidiaries) emerged as
largest private power producer with installed capacity of 8580 MW. The
Company also set a record in power generation by achieving full load of
4620 MW at Mundra power plant.

Consolidated Financial Statements:

The audited consolidated financial statements of your Company as on
31st March, 2014, which form part of the annual report, have been
prepared pursuant to Clause 41 of the Listing Agreement entered with
the Stock Exchanges, in accordance with provisions of the Companies
Act,1956 and the Accounting Standards AS-21 on Consolidated Financial
Statements.

Dividend:

In view of accumulated losses, your Directors have not recommended any
dividend on equity shares for the year under review.

Fixed Deposits:

During the year under review, your Company has not accepted any
deposits within the meaning of Section 58A of Companies Act, 1956 and
the rules made thereunder.

Preferential Issue:

During the year under review, the Company made preferential issue of
47,86,50,000 equity shares to Promoter/Promoter group at a premium of Rs.
43.11/- per share. The entire issue proceeds were utilized for
repayment of loan raised for Capital Expenditure of Projects of the
Company by 30th June, 2013.

Consequent upon preferential issue of shares, the paid up capital of
the Company was increased from Rs. 2393,27,21,100/- (239,32,72,110 equity
shares of Rs. 10/- each) to Rs. 2871,92,21,100/- (287,19,22,110 equity
shares of Rs. 10/- each).

Demerger of transmission business:

The Company and its wholly owned subsidiary i.e. Adani Power
Maharashtra Limited have established following transmission lines:

2) 400kv D/C transmission line of about 434 kms from Mundra, Gujarat to
Dehgam, Gujarat;

3) 400 kv D/C transmission line of about 218 kms from Tiroda,
Maharashtra to Warora, Maharashtra.

For better regulatory compliance and efficient and focused management
of transmission line business, the Board of Directors approved demerger
of transmission line business into a wholly owned subsidiary company.
Accordingly, the Board of Directors in its meeting held on 28th
December, 2013 approved scheme of arrangement for demerger of
transmission line business of the Company and of Adani Power
Maharashtra Ltd.

Into its wholly owned subsidiary namely Adani Transmission (India)
Limited (earlier Adani Transmission (Gujarat) Limited). The Company has
received approval of Stock Exchanges to the said Scheme and process of
further approval to the scheme are being carried out.

Subsidiary Companies:

Your Company has 4 subsidiaries (including step down subsidiary) at the
end of the year which are as follows:

Adani Power Maharashtra Ltd. (APML): APML is implementing 3300 MW
(5x660MW) power project based on supercritical technology at Tiroda,
Dist. Gondia, Maharashtra. During the year the Company commissioned 3 x
660 i.e. 1980 MW. With this the total operational capacity at APML is
2640 MW. APML has also commissioned 400 kv D/C transmission line of
about 218 kms from Tiroda, Maharashtra to Warora, Maharashtra.

Adani Power Rajasthan Ltd. (APRL): APRL has implemented 1320 MW
(2x660MW) power project based on supercritical technology at Kawai,
Dist. Baran, Rajasthan. Entire capacity of power project has been
commissioned during the year.

During the year, the Company has divested its entire holding in Adani
Power Dahej Ltd., Adani Pench Power Ltd., and Kutchh Power Generation
Ltd. and transferred it to Adani Enterprises Ltd. (Holding Company of
the Company), hence ceased to be subsidiaries of the Company.

During the year, Adani Transmission (India) Ltd., Adani Transmission
(Maharashtra) Ltd. (Subsidiary of Adani Power Maharashtra Ltd.) were
set up as subsidiaries of the Company.

Pursuant to the General Exemption under Section 212(8) of the Companies
Act, 1956 granted by Ministry of Corporate Affairs vide its circular
no. 02/2011 dated 8th February, 2011 and in compliance with the
conditions enlisted therein, the Audited Statement of Accounts and the
Auditors'' Report thereon for the Financial Year ended 31st March, 2014
along with the Reports of the Board of Directors of the Company''s
subsidiaries have not been annexed. However, as directed by the
Ministry of Corporate Affairs, some key information has been disclosed
in a brief abstract forming part of this Annual Report.

The annual accounts of the subsidiary companies and related detailed
information shall be made available to the shareholders of the holding
and subsidiary companies seeking such information on all working days
during business hours, The annual accounts of the subsidiary companies
shall also be kept for inspection by any shareholder during working
hours at the Company''s registered office and that of the respective
subsidiary companies concerned. Details of developments of subsidiaries
of the Company are covered in Management Discussion and Analysis Report
forming part of the Annual Report.

Directors:

The Board comprises of six directors. During the year there has been no
change in composition of the Board.

The Company had, pursuant to the provisions of clause 49 of the Listing
Agreement entered into with Stock Exchanges, appointed Mr. B. B.
Tandon, Mr. Vijay Ranchan and Mr. C. P. Jain as Independent Directors
of the Company. As per Section 149(4) of the Companies Act, 2013, which
came into effect from 1st April, 2014, every listed public company is
required to have at least one-third of the total number of directors as
Independent Directors.

In accordance with the provisions of section 149 of the Companies Act,
2013, these Directors are being appointed as Independent Directors to
hold office as per their tenure of appointment mentioned in the Notice
of the forthcoming Annual General Meeting (AGM) of the Company.

The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.

Pursuant to the requirements of the Companies Act, 2013 and Articles of
Association of the Company, Mr. Gautam S. Adani is liable to retire by
rotation and being eligible offers himself for re-appointment.

Further, in terms of section 152 of the Companies Act, 2013 your Board
recommends for shareholders'' approval, the period of office of Mr.
Rajesh S. Adani, Managing Director of the Company, to be liable to
determination by rotation.

Brief details of Directors proposed to be appointed / re-appointed as
required under Clause 49 of the Listing Agreement are provided in the
Notice of Annual General Meeting forming part of this Annual Report.

Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, the
Directors confirm that:

1. In the preparation of annual accounts, the applicable accounting
standards have been followed alongwith proper explanations relating to
material departures, if any.

2. Reasonable and Prudent Accounting Policies have been adopted in
preparation of the Financial Statements. The Accounting Policies have
been consistently applied except for the changes mentioned in Notes
forming part of financial statements.

3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

Formation of various committees:

Details of various committees constituted by the Board of Directors as
per the provision of Clause 49 of the Listing Agreement and Companies
Act, 2013 are given in the Corporate Governance Report and form part of
this report.

Corporate Social Responsibility:

The details of Corporate Social Responsibility (CSR) carried out by the
Company is appended in the Annexure to the Directors'' Report.

The particulars of the CSR committee constituted by the company
pursuant to the provisions of Section 135 of the Companies Act, 2013
and the rules forming part of the same are included in the Corporate
Governance Report annexed and forming part of this Annual Report.

Corporate Governance and Management Discussion and Analysis Report:

A separate report on Corporate Governance compliance and a Management
Discussion and Analysis Report as stipulated by the Clause 49 of the
Listing Agreement forms part of the Annual Report along with the
required Certificate from a Practicing Company Secretary regarding
compliance of the conditions of Corporate Governance as stipulated by
Clause 49 of the Listing Agreement.

In compliance with Corporate Governance requirements as per Clause 49
of the Listing Agreement, your Company has formulated and implemented a
Code of Business Conduct and Ethics for all Board members and senior
management personnel of the Company, who have affirmed the compliance
thereto.

Business Responsibility Report:

SEBI, vide its Circular CIR/CFD/DIL/8/2012 dated 13th August, 2012,
mandated the top 100 listed entities, based on market capitalisation at
BSE and NSE, to include Business Responsibility Report as part of the
Annual Report describing the initiatives taken by the companies from
Environmental, Social and Governance perspective.

Accordingly, the Business Responsibility Report is attached and forms
part of the Annual Report.

Auditors and Auditors'' Report:

The Statutory Auditors of the Company, M/s. Deloitte Haskins & Sells.,
Chartered Accountants retire at the conclusion of the ensuing Annual
General Meeting. The said Statutory Auditors have confirmed their
eligibility and willingness to accept the office on re-appointment. The
necessary resolution seeking your approval for re- appointment of
Statutory Auditors has been incorporated in the Notice convening the
Annual General Meeting.

The Board has duly reviewed the Statutory Auditors'' Report on the
Accounts. The observations and comments, if any appearing in the
Auditors'' Report are self-explanatory and do not call for any further
explanation / clarification by the Board of Directors.

Cost Auditors:

The Company has appointed M/s Kiran J. Mehta & Co., Cost Accountants to
conduct audit of cost records of the Company for the year ended 31st
March, 2014. The Cost Audit Report for the year 2012-13 was filed
before the due date with the Ministry of Corporate Affairs.

Awards & Recognitions:

During the year under review, your Company has been bestowed with
prestigious awards as: (1) "Engineering Excellence Award 2013" under
the category of ''Jury''s Choice Award-Future ready'' by Engineering Watch
(2) "Golden Peacock Occupational Health & Safety Award 2013" for
Occupational Helath & Safety by Institute of Directors (3)"Greentech
Safety Award 2013 in Platinum Category in Power Sector" for excellence
in fire, safety & security by Greentech Foundation and (4) "Safety
Innovation Award 2013" for the best and innovative practices in safety
by Institution of Engineers.

Particulars of Employees:

The information required under section 217(2A) of the Companies Act,
1956 and the Rules made thereunder, in respect of the employees of the
Company, is provided in the Annexure forming part of this Directors
Report. In terms of Section 219(1)(b)(iv) of the Companies Act, 1956,
the Annual Report excluding the aforesaid information is being sent to
all the members of the Company and others entitled thereto. Any member
interested in obtaining a copy of such particulars may write to the
Company Secretary at the Registered office of the Company. The said
information is also available for inspection by any member at the
Registered Office of the Company.

The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under
Section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are appended herewith as Annexure to the Directors'' Report.

Acknowledgement:

Your Directors place on record their appreciation for assistance and
co-operation received from various ministries and department of
Government of India and other State Governments, financial
institutions, banks, shareholders, directors, executives, officers of
the Company etc. The management would also like to express great
appreciation for the commitment and contribution of its employees for
their committed services.

For and on behalf of the Board of Directors

Place : Ahmedabad Gautam S. Adani

Date : 15th May, 2014 Chairman

Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the Seventeenth Annual Report
alongwith the audited accounts of your Company for the financial year
ended 31st March, 2013.

Financial Highlights:

The financial highlights of the Company for the year ended 31st March,
2013 is summarized below:

(Rs. in Crores)

Particulars For the year ended For the year ended
31st March, 2013 31st March, 2012

Income from operations 6333 3951

Other Income 535 243

Total Income 6868 4194

Operating & Administrative Expenses 6674 3263

Operating Profit before Interest and Tax 194 931

Finance Costs 1739 935

Profit / (Loss) Before Exceptional
Items And Tax (1545) (4)

Exceptional Item 51 -

Profit / (Loss) Before Tax (1494) (4)

Tax Expense (including deferred tax) 458 290

Profit / (Loss) After tax (1952) (294)

* Figures of previous year have been restated.

Operational Highlights:

Your Company together with its subsidiaries is currently developing
various power projects with a combined installed capacity of 9,240 MW,
out of which 5,940 MW is operational, 3,300 MW is under implementation.
Your Company along with its subsidiaries has completed implementation
of transmission line projects of about 1,600 km length.

Your Company intends to sell the power generated from these projects
under a combination of long term Power Purchase Agreements and on
merchant basis.

The detailed Operational Performance of the Company has been
comprehensively discussed in the Management Discussion and Analysis
Report which forms part of Directors'' Report.

Dividend:

In view of loss incurred during the year, your Directors have not
recommended any dividend on equity shares for the year under review.

Scheme of Amalgamation:

During the year under review, Growmore Trade and Investment Private
Limited, Mauritius was amalgamated into the Company in terms of the
Scheme of Amalgamation sanctioned by the Hon''ble High Court of Gujarat
vide order dated 18th September, 2012. The Scheme of Amalgamation has
become effective from the appointed date i.e.1st April, 2011. In view
of the said amalgamation, Adani Power Maharashtra Limited has become
wholly owned subsidiary of the Company.

Increase in paid up capital :

Pursuant to approval of Scheme of Amalgamation, allotment of
21,32,36,910 shares of the Company was made to shareholder of Growmore
Trade and Investment Private Limited, Mauritius and hence the paid up
capital of the Company was increased from Rs. 2180,03,52,000/-
(218,00,35,200 equity shares of Rs. 10/- each) to Rs. 2393,27,21,100/-
(239,32,72,110 equity shares of Rs. 10/- each).

The Promoter Group holding as on date of this report is 70% of the paid
up share capital. The Company has proposed to increase the same to 75%
by preferential issue of shares to Promoter and/or Promoter Group by
passing of special resolution through postal ballot process.

Subsidiary Companies :

Your Company has 5 subsidiaries at the end of the year which are as
follows:

1) Adani Power Maharashtra Ltd.

2) Adani Power Rajasthan Ltd.

3) Adani Power Dahej Ltd.

4) Adani Pench Power Ltd.

5) Kutchh Power Generation Ltd.

During the year, Mundra Power SEZ Ltd., Adani Power Pte Ltd., Singapore
and Adani Power (Overseas) Ltd., UAE have been closed and hence have
ceased to be subsidiaries of the Company.

In terms of general exemption granted by the Ministry of Corporate
Affairs, vide General Circular No. 2/2011 dated 8th February, 2011,
Annual Reports of each of the Subsidiary Companies have not been
attached to the accounts of the Company for the year ended 31st March,
2013.

Accordingly, the annual report of the Company contains the consolidated
audited financial statements prepared pursuant to clause 41 of the
listing agreement and prepared in accordance with the accounting
standards prescribed by the Institute of Chartered Accountants of India
(ICAI).

Further the Company hereby undertakes that the Annual Reports of the
subsidiary companies will be made available to the shareholders of
holding Company on making request at any point of time. The annual
accounts of subsidiary companies will also be kept open for inspection
by any shareholder during working hours at the Company''s registered
office and that of the respective subsidiary concerned.

Fixed Deposits :

During the year under review, your Company has not accepted any
deposits from Public under Section 58A of Companies Act, 1956.

Directors :

- Appointment of an Additional Director:

Mr. C.P. Jain was appointed as an Additional Director w.e.f. 28th
November, 2012. Pursuant to Section 260 of Companies Act, 1956 and
Article 77 of Articles of Association of the Company, Mr. C.P. Jain
holds office upto the date of ensuing Annual General Meeting. The
Company has received a notice in writing from a member of the Company
signifying his candidature for the office of the Board of Directors of
the Company.

- Re-appointment of Managing Director:

Tenure of Mr. Rajesh S. Adani of five years as Managing Director
expired on 31st March, 2013. The Board of Directors in their meeting
held on 28th January, 2013 re-appointed Mr. Rajesh S. Adani as Managing
Director of the Company for further period of five years w.e.f 1st
April, 2013 subject to approval of members.

- Resignation of Director:

Mr. Berjis Desai has resigned as a Director of the Company w.e.f. 19th
November, 2012.

- Retirement by rotation:

As per Section 256 of the Companies Act, 1956 and Articles of
Association of the Company, Mr. Vijay Ranchan and Mr. B. B. Tandon are
liable to retire by rotation and being eligible offer themselves for
re-appointment.

A brief resume of directors being appointed / re-appointed with the
nature of their expertise, their shareholding in the Company as
stipulated under Clause 49 of the Listing Agreement is appended as an
annexure to the notice of the ensuing Annual General Meeting.

Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, the
Directors confirm that:

1. In the preparation of annual accounts, the applicable accounting
standards have been followed alongwith proper explanations relating to
material departures, if any.

2. Reasonable and Prudent Accounting Policies have been adopted in
preparation of the Financial Statements. The Accounting Policies have
been consistently applied except for the changes mentioned in Notes
forming part of financial statements.

3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

Additional information to Shareholders:

Your Company provides additional information related to the Company''s
business, matters of interest to the investors like financial
information, investor presentations, press releases, etc. on its
website www.adanipower.com.

Insurance:

Assets of your Company are adequately insured against various perils.

Business Responsibility Report:

SEBI, vide its Circular CIR/CFD/DIL/8/2012 dated 13th August, 2012,
mandated the top 100 listed entities, based on market capitalisation at
BSE and NSE, to include Business Responsibility Report as part of the
Annual Report describing the initiatives taken by the companies from
Environmental, Social and Governance perspective. Accordingly, the
Business Responsibility Report is attached and forms part of the Annual
Report.

Auditors and Auditors'' Report:

Your Company''s Auditors M/s. Deloitte Haskins & Sells, Chartered
Accountants, Ahmedabad, hold office until the conclusion of ensuing
Annual General Meeting and are eligible for reappointment. They have
shown their willingness to accept the office as Statutory Auditors, if
reappointed. Your Company has received a written certificate from the
Auditors to the effect that their re-appointment, if made, would be
within the prescribed limit under Section 224(1B) of the Companies Act,
1956.

The notes to financial statements referred to in the Auditors Report
are self-explanatory and do not call for any further comments and
explanations.

Cost Auditor:

M/s Kiran J. Mehta & Co., Cost Accountants have been appointed as Cost
Auditors to conduct Cost Audit for the year 2013-14 subject to approval
of the Central Government.

Corporate Governance and Management Discussion and Analysis Report:

A separate report on Corporate Governance compliance and a Management
Discussion and Analysis Report as stipulated by the Clause 49 of the
Listing Agreement forms part of the Annual Report along with the
required Certificate from a Practicing Company Secretary regarding
compliance of the conditions of Corporate Governance as stipulated by
Clause 49 of the Listing Agreement.

In compliance with Corporate Governance requirements as per Clause 49
of the Listing Agreement, your Company has formulated and implemented a
Code of Business Conduct and Ethics for all Board members and senior
management personnel of the Company, who have affirmed the compliance
thereto.

Corporate Social Responsibility:

The Adani Foundation (AF) is the Corporate Social Responsibility (CSR)
arm for the prestigious Adani conglomerate that is committed to attain
the betterment of the communities in and around Adani Businesses. With
a commitment to improve the lives of the people by fostering
sustainable and integrated development of the communities, Adani
Foundation is carefully increasing its CSR footprints to cover more
families. It reaches to 6 states, more than 175 Villages/Towns/Cities
and more than 1,65,000 families; touching lives to make difference. It
renders its services in core areas of Education, Community Health,
Sustainable Livelihood Development and Rural Infrastructure
Development.

Education :

The Foundation works towards improving the quality of education in the
Government Schools by upgrading the primary infrastructure facilities,
adding value to the teaching process, skill building training to the
teachers. The other strategy is to start and run our own schools such
as Adani Vidya Mandir- a school with a difference.

Community Health:

Adani Foundation is primarily engaged in improving the quality of
health services, through easy accessibility of the services to the
community. Committed to "Health for all", the Foundation runs mobile
health care units, rural clinics, special projects, variety of health
related camps and various need based programs. The Foundation adopts a
holistic approach while addressing the key issues and to ensure that
the poorest of the poor are covered under the ambit of the health
initiatives.

Sustainable Livelihood Development:

The Foundation works towards improving the quality of life of the
people by promoting sustainable livelihoods through participatory,
community based approaches, ensuring optimum management of the existing
resource and broadening the scope of economic opportunities. Special
emphasis is given to the marginalized communities such as women in need
and fisher folk.

Rural Infrastructure Development:

Developing the rural infrastructure has a direct effect on economic
growth and wellness of an area. With the vision to change the face of
the rural communities where the group operates, the Foundation has
developed rural infrastructures such as approach roads, school
buildings, health care facilities, recreational zones like garden,
sports ground and water storage tanks. It has particularly focused on
developing and harvesting water resources in dry areas such as pond
deepening, hand pumps in schools etc.

Health, Safety & Environment (HSE)

The HSE Management System of your Company is given the utmost priority
by top management. The management of your Company believes in a system
which is top driven, efficient, effective and adheres to the statutory
requirements.

Having a well structured set up of Safety function, your Company has
been accredited with IS-18001 certification by ''Bureau of Indian
Standard'' for its Mundra, Tiroda and Kawai plant, which clearly depicts
the robustness of its safety management system.

Your company has well defined processes and system for Safety function
which enable us to take all safety measures for minimizing unsafe
incidents. Accidents are investigated thoroughly and analyzed for root
cause so that re- occurrence can be prevented. As a part of safety
management system, a comprehensive Safety manual has been developed for
use by operating and safety personnel. SAP module for Safety is
commissioned for Mundra and Tiroda site; subsequently same is going to
be replicated at Kawai sites. Specialized Personnel Protective
Equipments have been standardized and provided to operating personnel
for use in the work areas. Regulatory authorities and government
agencies carry out inspection/ audits with an aim for overall
improvement in the Safety performance at regular frequency.

Your Company gives paramount importance to environment. During the
year, all the three project sites Mundra, Tiroda and Kawai as well as
operating units at Mundra exercised great care to improve on the
required environmental norms for emissions as stipulated by the
respective state pollution control boards and the Ministry of
Environment and Forests using, amongst other things, technology and
state-of-the-art equipment. Your Company has received environmental
clearance for all its ongoing projects. Your company has also initiated
the process of getting accreditation of Environment Management System
as ISO-14001 for our Mundra Plant; subsequently we shall also proceed
for this certification for Tiroda and Kawai.

Your Company is deeply committed to sustainable means of conducting its
operations. Your Company has established Environment Divisions both at
Plant level and corporate level with competent officials who keep a
close watch of all environmental parameters at and around the plant
site at Mundra and project sites at Tiroda and Kawai.

Maintaining health and productive workforce is a smart strategy of
business and promoting health is a proven key in health care practices.
Your Company is committed and adhered to same strategy across power
business. Our goal is to achieve a balance between an individual
capacity against work demand and potential health risk. We educate,
motivate and mobilize employee toward healthy life. Management believes
in effective and efficient work output at optimum level with highest
degree of physical and mental ease. Your Company has also established
health policy which reflects mainly on employee assistance program,
identification and supervision of vulnerable group, health
surveillance, curative health services and highest quality of medical
care in rehabilitation. Our health privilege card is a part of our best
health support system across country.

Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of the employees forms part of
this report as Annexure. However, as permitted by section 219 (1) (b)
(iv) of the companies Act, 1956 this annual report is being sent to all
shareholders excluding aforesaid information. Any member interested in
obtaining such particulars may write to the Company .

The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under
Section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are appended herewith as Annexure I and forms part of this Annual
Report.

Awards & Recognitions:

During the year under review, your Company has been bestowed with
various awards like (1) "National Energy Conservation Award for
conservation of energy by Bureau of Energy Efficiency- part of Central
Electricity Authority- Ministry of Power (2) "Golden Peacock
Occupational Health & Safety Award 2012" for Occupational Health &
Safety by Institute of Directors (3) "Greentech Safety Award 2012 in
Gold Category in Power Sector" for excellence in fire, safety &
security by Greentech Foundation (4) "Safety Innovation Award 2012"
for the best and innovative practices in safety by Institution of
Engineers (5) IPPAI Award for fastest growing IPP (Thermal) by
Independent Power Producer Association of India.

Acknowledgement:

Your Directors place on record their appreciation for assistance and
co-operation received from various ministries and departments of
Government of India, Government of Gujarat, other State Governments,
financial institutions, banks, shareholders, directors, executives,
officers of the Company etc. The management would also like to express
great appreciation for the commitment and contribution of its employees
for their committed services.

For and on behalf of the Board of Directors

Date: 8th May, 2013 Gautam S. Adani

Place: Ahmedabad Chairman

Mar 31, 2012

The Directors are pleased to present the Sixteenth Annual Report and
the audited accounts for the financial year ended 31st March, 2012.

Financial highlights:

The financial highlights of the Company for the year ended 31st March,
2012 is summarized below:

(Rs in Crores)

Particulars For the
year ended For the
year ended
31st March,
2012 31stMarch,
2011

Income from operations 3949 2106

Other Income 291 88

Total Income 4240 2194

Operating & Administrative Expenses 3261 1046

Operating Profit before Interest and Tax 979 1148

Financial Charges 788 317

Profit Before Tax 191 831

Exceptional Item 195 8

Profit after exceptional item (4) 823

Provision for tax (including deferred tax) 290 300

Profit / (Loss) After tax (294) 523

Operational Highlights:

Your Company together with its subsidiaries currently has planned six
power projects with a combined installed capacity of 16,500 MW, out of
which 4,620 MW is operational, 4,620 MW is under implementation and
7,260 MW is at the planning stage. Your Company alongwith its
subsidiaries is implementing various transmission line projects of
about 3,000 km length.

Your Company intends to sell the power generated from these projects
under a combination of long term Power Purchase Agreements and on
merchant basis.

The detailed Operational Performance of the Company has been
comprehensively discussed in the Management Discussion and Analysis
Report which forms part of Directors' Report.

New Corporate Identity:

During the year under review, new logo of the Adani Group was launched.
The brand mark is the signature of our brand identity.

The logo reflects the ambition and ability to absorb various colors of
cultures and nationalities. And reflects the ability to dream, the
ability to move fast and the ability to achieve.

The logo is the symphony of colors. Symphony of colors of the Adani
Group's 3 integrated businesses. Green of resources like coal and oil &
gas, Blue of logistics like ports and railways and Orange of Energy
like power and gas. The mark is designed to tell the story of
integration and acting as one.

Dividend:

In order to conserve resources for operational purposes, your Directors
have not recommended any dividend on equity shares for the year under
review.

Subsidiary Companies:

Your Company has 13 subsidiaries at the end of the year which are as
follows:

1) Adani Power Maharashtra Ltd.

2) Adani Power Rajasthan Ltd.

3) Adani Power Dahej Ltd.

4) Adani Pench Power Ltd.

5) Mundra Power SEZ Ltd.

6) Kutchh Power Generation Ltd.

7) Adani Power (Overseas) Ltd., UAE

8) Adani Shipping PTE Ltd., Singapore

9) Adani Power PTE Ltd., Singapore

10) Rahi Shipping PTE Ltd., Singapore

11) Vanshi Shipping PTE Ltd., Singapore

12) Aanya Maritime Inc, Panama

13) Aashna Maritime Inc, Panama

In terms of general exemption granted by the Ministry of Corporate
Affairs, vide General Circular No. 2/2011 dated 8th February, 2011,
Annual Reports of each of the Subsidiary Companies have not been
attached to the accounts of the Company for the year ended 31st March,
2012.

Accordingly, the annual report of the Company contains the consolidated
audited financial statements prepared pursuant to clause 41 of the
Listing Agreement and prepared in accordance with the accounting
standards prescribed by the Institute of Chartered Accountants of India
(ICAI).

Further the Company hereby undertakes that the Annual Reports of the
subsidiary companies will be made available to the shareholders of
holding company on making request at any point of time. The annual
accounts of subsidiary companies will also be kept open for inspection
by any shareholder during working hours at the Company's registered
office and that of the respective subsidiary concerned.

Fixed Deposits:

During the year under review, your Company has not accepted any
deposits from Public under Section 58A of Companies Act, 1956.

Directors:

- Appointment of an Additional Director:

Mr. Berjis Desai and Mr. Vineet Jain were appointed as an Additional
Directors w.e.f. 17th September, 2011 and 14th May, 2012 respectively.
Pursuant to Section 260 of Companies Act, 1956 and Article 77 of
Articles of Association of the Company, Mr. Berjis Desai and Mr. Vineet
Jain hold office upto the date of ensuing Annual General Meeting. The
Company has received a notice in writing from a member of the Company
signifying their candidature for the office of the Board of Directors
of the Company.

- Appointment of an Executive Director:

Mr. Ravi Sharma and Mr. Vineet Jain were appointed as Executive
Directors for a period of three years w.e.f. 14th May, 2012. However,
due to resignation of Mr. Ravi Sharma as Director & Executive Director
w.e.f Closing hours of 30th June, 2012 he acted as an Executive
Director for a period from 14th May, 2012 to 30th June, 2012.

- Resignation of Director:

Mr. Ravi Sharma has resigned as a Whole Time Director w.e.f. closure of
working hours of 13th May, 2012. Mr. Ravi Sharma also resigned as
Director and Executive Director of the Company w.e.f. Closing hours of
30th June, 2012. Mr. Chinubhai R. Shah resigned as Director w.e.f. 1st
July, 2012.

- Retirement by rotation:

As per Section 256 of the Companies Act, 1956 and Articles of
Association of the Company, Mr. B. B. Tandon and Mr. Gautam S. Adani
are liable to retire by rotation and being eligible offer themselves
for re-appointment.

A brief resume of directors being appointed / re-appointed with the
nature of their expertise, their shareholding in the Company as
stipulated under Clause 49 of the Listing Agreement is appended as an
annexure to the notice of the ensuing Annual General Meeting.

Directors' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, the
Directors confirm that:

1. In the preparation of annual accounts, the applicable accounting
standards have been followed alongwith proper explanations relating to
material departures, if any.

2. Reasonable and Prudent Accounting Policies have been adopted in
preparation of the Financial Statements. The Accounting Policies have
been consistently applied except for the changes mentioned in Notes
forming part of financial statements.

3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

Additional information to Shareholders:

Your Company provides additional information related to the Company's
business, matters of interest to the investors like financial
information, investor presentations, press releases, etc. on its
website www.adanipower.com.

Insurance:

Assets of your Company are adequately insured against various perils.

Auditors and Auditors' Report:

Your Company's Auditors M/s. Deloitte Haskins & Sells, Chartered
Accountants, Ahmedabad, hold office until the conclusion of ensuing
Annual General Meeting and are eligible for reappointment. They have
shown their willingness to accept the office as Statutory Auditors, if
reappointed. Your Company has received a written certificate from the
Auditors to the effect that their re-appointment, if made, would be
within the prescribed limit under Section 224(1B) of the Companies Act,
1956.

The notes to financial statements referred to in the Auditors Report
are self-explanatory and do not call for any further comments and
explanations.

Cost Auditor:

M/s Kiran J. Mehta & Co., Cost Accountants have been appointed as Cost
Auditors to conduct Cost Audit for the year 2012-13 subject to approval
of the Central Government.

Corporate Governance and Management Discussion and Analysis Report:

A separate report on Corporate Governance compliance and a Management
Discussion and Analysis Report as stipulated by the Clause 49 of the
Listing Agreement forms part of the Annual Report along with the
required Certificate from a Practicing Company Secretary regarding
compliance of the conditions of Corporate Governance as stipulated by
Clause 49 of the Listing Agreement.

In compliance with Corporate Governance requirements as per Clause 49
of the Listing Agreement, your Company has formulated and implemented a
Code of Business Conduct and Ethics for all Board members and senior
management personnel of the Company, who have affirmed the compliance
thereto.

Corporate Social Responsibility:

Corporate Social Responsibility has been at the heart of any Business
Development by Adani Group of Companies. Adani Foundation was
established with a vision to "accomplish passionate commitment to the
social obligations towards communities, fostering sustainable and
integrated development, thus improving quality of life". The foundation
works in the core sectors of Education, Community Health, Sustainable
Livelihood Development and Rural Infrastructure Development.

The Adani Group is very conscience about its values. Our commitment in
achieving goals as well as our value driven processes are our core
strengths. The Group always acts as a responsible Corporate Citizen.
Adani Foundation plays a pivotal role in bringing about Sustainable
Development in and around its area of operations which spans across six
states, eleven districts and more than 165 villages.

Adani Foundation has been in the forefront of Education Sector since
its inception. Adani Vidya Mandir, a school set up and managed by Adani
Foundation is an innovative experiment to reach out to economically
challenged students to have state of art facility along with excellent
academic opportunity through Corporate Social Responsibility. Similarly
Foundation aims to enhance the quality of Education of the surrounding
Communities by reaching out to more than 30,000 young minds through
various programmes on Girl Child Education, Promoting Child's Rights
and Gender Equality, empowering Village Education/School Management
Committee through innovative use of local Education Volunteers. Adani
Foundation has been working with three ITI very closely for upgradation
under PPP model.

Community Health is another area where our heart is. With our services
of mobile health vans, rural clinics, medical and specialty camps at
doorstep we reach out to people with basic health care facilities.
Adani Foundation has initiated two special Projects namely Kidney Stone
Awareness, Identification and Care project under which more than 3500
patients are screened and more than 130 operated and Cashless Health
Card Scheme for Senior Citizens from thirty five villages and three
Fisher Folk Settlements which has been appreciated by one and all.

Another special project for Fisher Folk of Mundra Taluka was to give
them opportunity to get out of the debt trap by support in procuring
necessary fishing equipments or fish vending equipments. They have been
given "Sankat Mochan" insurance policy too.

With constant social engagement and value driven approaches, we are on
humble path to reach to our stake holder groups especially communities
in and around our businesses.

Health, Safety & Environment (HSE)

The HSE Management System is at the utmost priority of top management.
The management of your Company believes in a system which is top
driven, efficient, effective and adheres to the statutory requirements.

Having a well structured set up of HSE function, your Company has been
accredited with IS-18001 certification by 'Bureau of Indian Standard'
for its Mundra plant, which clearly depicts the robustness of its
safety management system. Your Company is also under process of getting
accreditation for IS-18001 certification for its Tiroda and Kawai
sites.

Your Company has well defined processes and system for HSE function
which enable it to take all safety measures for minimizing accidents.
Accidents are investigated thoroughly and analyzed for root cause so
that re- occurrence can be prevented. As a part of safety management
system, a comprehensive HSE manual has been developed for use by
operating and HSE personnel. Recently SAP module for HSE is also
commissioned for Mundra site; subsequently same is going to be
replicated at Tiroda and Kawai sites. Specialized Personnel Protective
Equipments have been standardized and provided to operating personnel
for use in the work areas. Regulatory authorities and government
agencies carry out inspection/ audits with an aim for overall
improvement in the HSE performance at regular frequency.

Your Company gives paramount importance to environment. During the
year, all the three project sites i.e. Mundra, Tiroda and Kawai as
well as operating units at Mundra exercised great care to improve on
the required environmental norms for emissions as stipulated by the
respective state pollution control boards and the Ministry of
Environment and Forests using, amongst other things, technology and
state-of-the-art equipment. Your Company is deeply committed to
sustainable means of conducting its operations. Your Company has
established Environment Divisions both at plant level and at corporate
level with competent officials who keep a close watch of all
environmental parameters at and around the plant site at Mundra and
project sites at Tiroda and Kawai.

Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of the employees forms part of
this report as Annexure.However, as permitted by section 219 (1) (b)
(iv) of the companies Act, 1956 this annual report is being sent to all
shareholders excluding aforesaid information. Any member interested in
obtaining such particulars may write to Company Secretary.

The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under
Section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are appended herewith as Annexure I and forms part of this Annual
Report.

Awards & Recognitions:

During the year under review, your Company has been bestowed with
various awards like "National Award for Meritorious Performance in
Power Sector in recognition of outstanding performance during 2010-11
for early completion of TPP" by Ministry of Power, National Quality
Excellence Awards 2012 in the category of "Fastest Growing Company" and
"Product Development" by Stars of the Industry Group. Your Company has
been accredited with "ISO 9001:2008" certification by M/S TUV Nord, for
Quality Management System, "IS 18001 certification" from Bureau of
Indian Standards for Occupational Health and Safety Management System.

Acknowledgement:

Your Directors place on record their appreciation for assistance and
co-operation received from various ministries and department of
Government of India, Government of Gujarat, other State Governments,
financial institution, banks, shareholders, directors, executives,
officers of the Company. The management would also like to express
great appreciation for the commitment and contribution of its employees
for their committed services without which the good results would not
have been possible.

For and on behalf of the Board of Directors

Date : 2nd July, 2012 Gautam S. Adani

Place: Ahmedabad Chairman

Mar 31, 2011

The Directors are pleased to present the Fifteenth Annual Report and
the audited accounts for the fnancial year ended 31st March, 2011.

Financial highlights:

The fnancial highlights of the Company for the year ended 31st March,
2011 is summarized below:

(Rs. in Crores)

Particulars For the For the

year ended year ended

31st March, 2011 31st March, 2010

Income from operations 2106 435

Other Income 19 6

total Income 2125 441

Operating & Administrative Expenses 1071 226

Operating Proft before Interest and Tax 1054 215

Interest and Financial Charges 230 12

Proft Before Tax 824 204

Provision for tax (including deferred tax) 300 33

Proft After tax 524 171

Surplus brought forward from previous year 168 (3)

Balance carried to Balance sheet 692 168

operational highlights:

Your Company together with its subsidiaries currently has nine power
projects with a combined installed capacity of 16,500 MW, out of which
1980 MW has been commissioned, 7260 MW is under implementation and 7260
MW is at the planning stage. Your Company alongwith its subsidiaries is
implementing various transmission line projects of about 3,000 km
length.

Your Company intends to sell the power generated from these projects
under a combination of long term Power Purchase Agreements and on
merchant basis.

The detailed Operational Performance of the Company has been
comprehensively discussed in the Management Discussion and Analysis
Report which forms part of Directors Report.

Dividend:

In order to conserve resources for operational purposes, your Directors
have not recommended any dividend on equity shares for the year under
review.

utilization of proceeds of Ipo:

The statement of projected utilization of the IPO proceeds as per
Prospectus dated 5th August, 2009 against actual utilization as on 31st
March, 2011 is as follows:

To part fnance the construction and
development of 1153.00 1152.97 (0.03)
Mundra Phase IV Power Project
for 1,980 MW

Funding equity contribution in
Adani Power Maharashtra 1040.00 1040.00 0.00
Ltd. to part fnance the construction
& development cost of power
project for 1,980 MW at Tiroda,
Maharashtra

General corporate purposes 759.00 769.62 10.62

Issue Expenses 64.52 53.93 (10.59)

TOTAL 3016.52 3016.52 0.00

total funds unutilized as at 31st March, 2011 nil

subsidiary Companies:

Your Company has 11 subsidiaries at the end of the year which are as
follows:

1) Adani Power Maharashtra Ltd.

2) Adani Power Rajasthan Ltd.

3) Adani Power Dahej Ltd.

4) Adani Pench Power Ltd.

5) Mundra Power SEZ Ltd.

6) Kutchh Power Generation Ltd.

7) Adani Power (Overseas) Ltd., UAE

8) Adani Shipping PTE Ltd., Singapore

9) Adani Power PTE Ltd., Singapore

10) Rahi Shipping PTE Ltd., Singapore

11) Vanshi Shipping PTE Ltd., Singapore

After 31st March, 2011, Aanya Maritime Inc, Panama and Aashna Maritime
Inc, Panama were set up as subsidiaries of the Company.

The Statement pursuant to Section 212(1) (e) of the Companies Act,
1956, containing details of subsidiaries of the Company forms part of
the Annual Report.

In terms of general exemption granted by the Ministry of Corporate
Affairs, vide General Circular No. 2/2011 dated 8th February, 2011,
copies of the Balance Sheet, Proft & Loss Account, report of the Board
of Directors and report of the auditors of each of the Subsidiary
Companies have not been attached to the accounts of the Company for the
year ended 31st March, 2011.

Accordingly, the annual report of the Company contains the consolidated
audited fnancial statements prepared pursuant to clause 41 of the
listing agreement and prepared in accordance with the accounting
standards prescribed by the Institute of Chartered Accountants of India
(ICAI).

Further the Company hereby undertakes that the annual accounts of the
subsidiary companies and related detailed information will be made
available to the shareholders of holding company and subsidiary
companies on making request at any point of time. The annual accounts
of subsidiary companies will also be kept open for inspection by any
shareholder during working hours at the Companys registered offce and
that of the respective subsidiary concerned.

Fixed Deposits:

During the year under review, your Company has not accepted any
deposits from public under Section 58A of Companies Act, 1956.

Corporate Governance and Management Discussion and Analysis Report:

A separate report on Corporate Governance compliance and a Management
Discussion and Analysis Report as stipulated by the Clause 49 of the
Listing Agreement forms part of the Annual Report along with the
required Certifcate from a Practicing Company Secretary regarding
compliance of the conditions of Corporate Governance as stipulated by
Clause 49 of the Listing Agreement.

In compliance with Corporate Governance requirements as per Clause 49
of the Listing Agreement, your Company has formulated and implemented a
Code of Business Conduct and Ethics for all Board members and senior
management personnel of the Company, who have affrmed the compliance
thereto.

Corporate social Responsibility:

Adani Group carries on social welfare activities through a trust
namely, "Adani Foundation". The Foundation is active in four major
areas:

Education

Community Health

Livelihood Development

Rural Infrastructure Development

Considering the need to bridge gap for requirement of health care
services AF have increased one more Mobile Medical Van for Mundra
taluka. Now AF treats more than 8000 patients via Mobile Medical Vans
and 1500 patients via three Rural Clinics every month.

AF strives to bring about change in quality of life of communities by
working through Sustainable Livelihood Activities and providing quality
education which otherwise has become unaffordable now a days.

AF also undertakes Skill Development Trainings for specialized services
and entrepreneurship for rural youth - men and women. Good number of
Youth has been trained in Diesel Engine Repair & Maintenance,
Automobile Repair & Maintenance, Beauty Parlor Trainings and Sewing &
Garment Making. Many poor & needy women were supported to start their
entrepreneurial venture leading them to be self sustainable.

health, safety & environment (hse)

The HSE Management System of your company is top driven, effcient,
effective and adheres to the statutory requirements. Top management of
company is committed for maintaining highest standard of Health and
Safety. Your company also meets all applicable statutory requirements
and is committed to environment conservation and prevention of
pollution. The need for electricity generation to be clean and safe
has never been more obvious. Environmental and health consequences of
electricity generation are important issues, alongside the
affordability of the power which is produced. Production of
electricity from any form of primary energy has some environmental
effect and some risk.

Your company has well structured HSE set up for managing HSE functions
and issues of the organization. At corporate level the HSE setup is
headed by senior executives reporting to CEO and at plant level senior
functional head reporting directly to plant head respectively.

Greatest emphasis is given to safety measures for minimizing accidents.
Accidents are investigated and analyzed for root cause so that re-
occurrence can be prevented. A comprehensive HSE manual has been
developed for use by operating and HSE personnel. Specialized Personnel
Protective Equipments have been standardized and provided to operating
personnel for use in the work areas. Regulatory authorities and
government agencies carry out inspection/ audits with an aim for
overall improvement in the HSE performance at regular frequency.

Directors:

- Appointment of Additional Director:

During the year under review, Mr. Ravi Sharma was appointed as an
Additional Director w.e.f 8th February, 2011 on the Board of the
Company. Pursuant to Section 260 of Companies Act, 1956 and Articles of
Association of the Company, Mr. Ravi Sharma holds offce upto the date
of ensuing Annual General Meeting. The Company has received a notice in
writing from a member of the Company signifying his candidature for the
offce of the Board of Directors of the Company.

- Appointment of Whole Time Director:

During the year under review, Mr. Ravi Sharma was appointed as a Whole
Time Director for period of fve years w.e.f 8th February, 2011.

As per Section 256 of the Companies Act, 1956 and Articles of
Association of the Company, Mr. Vijay Ranchan and Mr. Chinubhai R. Shah
are liable to retire by rotation and being eligible offer themselves
for re-appointment.

A brief resume of directors being appointed / re-appointed with the
nature of their expertise, their shareholding in the Company as
stipulated under Clause 49 of the Listing Agreement is appended as an
annexure to the notice of the ensuing Annual General Meeting.

Directors Responsibility statement:

Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, the
Directors confrm that:

1. In the preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanations relating to
material departures, if any.

2. Reasonable and Prudent Accounting Policies have been adopted in
preparation of the Financial Statements. The Accounting Policies have
been consistently applied except for the changes mentioned in Notes
forming part of Accounts.

3. Proper and suffcient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

Additional information to shareholders:

Your company provides all the information on the Companys business,
matters of interest to the investors like fnancial information,
investor presentations, press releases, etc. on its website
www.adanipower.com.

Insurance:

Assets of your Company are adequately insured against various perils.

Auditors:

Your Companys Auditors M/s. Deloitte Haskins & Sells, Chartered
Accountants, Ahmedabad, hold offce until the conclusion of ensuing
Annual General Meeting. They have shown their willingness to accept the
offce as Statutory Auditors, if appointed. Your Company has received a
written certifcate from the Auditors to the effect that their re-
appointment, if made, would be within the prescribed limit under
Section 224(1B) of the Companies Act, 1956.

Auditors Report:

The Notes on accounts as referred to in the Auditors Report are
self-explanatory and do not call for any further comments and
explanations.

particulars of employees:

In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of the employees forms part of
this report as Annexure. However, as permitted by section 219 (1)(b)
(iv) of the companies Act, 1956 this annual report is being sent to all
shareholders excluding aforesaid information. Any member interested in
obtaining such particulars may write to Company Secretary.

The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under
Section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are appended herewith as Annexure I and forms part of this Annual
Report.

"Group" For Inter-se transfer of shares:

Pursuant to intimation from the Promoters, the names of the Promoters
and entities comprising of the "Group" are given in Annexure II
attached herewith and forms part of this Annual Report for the purpose
of the Securities and Exchange Board of India (Substantial Acquisition
and Takeover) Regulations 1997.

Clean Development Mechanism (CDM):

As you are aware, your Company has registered its frst two units of 660
MWeach of phase III of Mundra Power Project & two units of 660MW each
of Tiroda Power Project with United Nations Framework Convention on
Climate Change (UNFCCC) as Clean Development Mechanism (CDM) Project.
This is the worlds frst project based on Super-critical technology to
get registered as CDM Project under UNFCCC.

Awards & Recognitions

Your Company had been bestowed with various awards like "The Most
Admired Developer in Power Sector" by KPMG & Infrastructure Todays
"Infrastructure Excellence Award 2011" by CNBC TV18 and "Best Corporate
in Power Sector" by Infra 2011. Your Company is the only Company in
power sector to have received such an award and industry recognition.

Acknowledgement:

Your Directors place on record their appreciation for assistance and
co-operation received from various ministries and department of
Government of India, Government of Gujarat, other State Governments,
fnancial institution, banks, shareholders, directors, executives,
offcers of the Company. The management would also like to express great
appreciation for the commitment and contribution of its employees for
their committed services without which the good results would not have
been possible.

For and on behalf of the Board of Directors

Date: 9th May, 2011 Gautam s. Adani

Place: Ahmedabad Chairman

Mar 31, 2010

The Directors have pleasure in presenting the Fourteenth Annual Report
and the Audited Statement of Accounts for the financial year ended 31st
March, 2010.

Initial Public Offering:

During the financial year 2009-10, your Company entered the Capital
Market with Initial Public Offer (IPO) of 30,16,52,031 equity shares of
Rs. 10/- each at a premium of Rs, 90/- per share. Your Companys shares
were listed on the Bombay Stock Exchange Limited (BSE) and National
Stock Exchange of India Limited (NSE) on 20th August, 2009. The issue
was over subscribed by about 18 times.

Your Directors take this opportunity to thank all the investors for
their overwhelming response to the IPO and the confidence reposed by
them.

Financial Highlights:

The bird eye view of the summarized financial highlights is depicted below:

Rs. in Lacs

For the year For the year
Particulars ended 31st ended 31st
March, 2010 March, 2009

Income from operations 43,486.09 --

Other Income 3,192.84 --

Total Income 46,678.93 --

Operating & Administrative Expenses 22,561.65 281.67

Operating Profit before Interest
and Tax 24,117.28 (281.67)

Interest and Financial Charges 3,767.03 --

Profit Before Tax 20,350.25 (281.67)

Provision for tax (including
deferred tax) 3,270.12 --

Profit after tax 17,080.13 (281.67)

Surplus brought forward from
previous year (281.67) --

Balance carried to Balance Sheet 16,798.46 (281.67)

Operational Highlights:

Your Company together with its subsidiaries currently has eight power
projects with a combined installed capacity of 13,200 MW, out of which
660 MW has been commissioned, 9900 MW is under implementation and 2640
MW is at the planning stage. Your Company intends to sell the power
generated from these projects under a combination of long- term PPAs
and on merchant basis.

The detailed Operational Performance of the Company has been
comprehensively discussed in the Management Discussion and Analysis
Report which forms part of Directors Report.

Dividend:

In order to conserve resources for operational purposes, your Directors
do not recommend any dividend on equity shares for the year under
review.

Capital:

During the year under review, your company issued 3,64,06,933 shares by
way of preferential allotment and 30,16,52,031 equity shares by way of
IPO, making total subscribed, issued and paid up equity share capital
to Rs. 2180,03,52,000/- divided into 218,00,35,200 equity shares of Rs.
10/- each as on date of this report.

Utilization of Proceeds of IPO:

The statement of projected utilization of the IPO proceeds as per
Prospectus dated 5th August, 2009 against actual utilization as on 31st
March, 2010 is as follows:

To part finance the construction and
development of Mundra 115,300.00 115,297.00

Phase IV Power Project for 1,980 MW

Funding equity contribution in Adani
Power Maharashtra Limited 104,000.00 28,650.00
to part finance the construction and
development cost of power
project for 1,980 MW at Tiroda,
Maharashtra

General corporate purposes 75,900.00 75,895.00

Issue Expenses 6,452.03 5,332.00

TOTAL 301,652.03 225,174.00

Total funds unutilized as at 31st
March, 2010 76,478.03

Consolidated Financial Statements:

Consolidated Financial Statements pursuant to Clause 41 of the Listing
Agreement entered into with the Stock Exchanges and prepared in
accordance with the Accounting Standards prescribed by the Institute of
Chartered Accountants of India, in this regard is part of Annual
Report.

Subsidiary Companies:

Your Company has 11 subsidiaries at the end of the year which are as
follows:

1) Adani Power Maharashtra Ltd. -

2) Adani Power Rajasthan Ltd.

3) Adani Power Dahej Ltd.

4) Adani Pench Power Ltd.

5) Mundra Power SEZ Ltd.

6) Kutchh Power Generation Ltd.

7) Adani Power (Overseas) Ltd., UAE

8) Adani Shipping PTE Ltd., Singapore

9) Adani Power PTE Ltd., Singapore

10) Rahi Shipping PTE Ltd., Singapore

11) Vanshi Shipping PTE Ltd., Singapore

During the year under review, Adani Pench Power Ltd. (earlier known as
Adani Power MP Ltd.) was incorporated as wholly owned subsidiary of
your company.

The Statement pursuant to Section 212(1)(e) of the Companies Act, 1956,
containing details of subsidiaries of the Company forms part of the
Annual Report.

In terms of approval granted by the Central Government vide tetter no.
47/194/2010-CL-lll dated 23rd March, 2010 under Section 212(8) of the
Companies Act, 1956, copies of the Balance Sheet, Profit & Loss
Account, report of the Board of Directors and report of the auditors of
each of the Subsidiary Companies have not been attached to the accounts
of the Company for the year ended 31st March, 2010. The annual accounts
of the subsidiaries and the related detailed information will be made
available to any member of the Company/its subsidiaries seeking such
information at any point of time and are also available for inspection
by the member of the Company/its subsidiaries at the Registered Office
of the Company on any working day during business hours.

Fixed Deposits:

During the year under review, your Company has not accepted any
deposits from Public under Section 58A of Companies Act, 1956.

Corporate Governance and Management Discussion and Analysis Report:

Your Company has been proactive in following the principles and
practices of good Corporate Governance as an important step towards
building investor confidence, improve investors protection and
maximize long-term shareholder value. A separate report on Corporate
Governance compliance and a Management Discussion and Analysts Report
as stipulated by the Clause 49 of the Listing Agreement forms part of
the Annual Report along with the required Certificate from the
Practicing Company Secretary regarding compliance of the conditions of
Corporate Governance as stipulated by Clause 49 of the Listing
Agreement.

In compliance with Corporate Governance requirements as per Clause 49
of the Listing Agreement, your Company has formulated and implemented a
Code of Business Conduct and Ethics for all Board members and senior
management personnel of the Company, who have affirmed the compliance
thereto.

IT System:

To cater to the fast growing IT Infrastructural requirements of the
business, the following technological solutions/systems have been
implemented:

- Implementation of FOC Network connectivity for entire site.

- Implementation of Video Surveillance system for entire site area. -

- Implementation of IP Based Telecom Infrastructure for unified
messaging

- Optimization of SAP ERP system for Procurement & Financial processes
for better manageability of data.

Your Company has been carrying out community development activities in
the villages near the project sites as also in other places in the
state of Gujarat through "Adani Foundation".

The Adani Foundation believes that "SUCCESS IS NOT TRUE UNLESS IT IS
SHARED". During the year under review, the Company through Adani
Foundation has undertaken various activities for socio- economic
development of the people and has meaningfully contributed in the
fields of literacy, health, sanitation, watershed development, animal
husbandry/support in cultural activities and livelihood development.
These activities are undertaken in the villages surrounding the Power
Plant locations in Gujarat and others parts of Gujarat and Maharashtra.

Water, an essential of life is becoming a scarce commodity day by day.
Adani Foundation is also promoting water resource development in
coordination with Government of Gujarat in Mundra Taluka by
construction of rain water harvesting structures. This will help in
controlling the depleting water levels and salinity and improve the
water availability for drinking and irrigation for the local community.
Adani Foundation is also providing relief and support to fishermen
during cyclones.

Health, Safety & Environment

Your Company gives paramount importance to environment. During the
year, Mundra Project Site as well as operating units at Mundra
exercised great care to improve on the required environmental norms for
emissions as stipulated by the state pollution control board and
Ministry of Environment and Forests using, amongst other things,
technology and state- of-the-art equipment. Your company has received
environmental clearance for all its ongoing projects. Your company has
further initiated the process of obtaining environmental clearances for
all its forthcoming projects.

Your Company is also deeply committed to sustainable means of
conducting its operations. Your company has established Environment
Divisions both at Plant level and Corporate level with competent
officials.

Your Company has given occupational health and safety a high priority*
appointing safety professionals to guide it on its journey to Safety
Excellence. A number of initiatives have been taken to embed a culture
of safety and safe working practices in the organisation. A detailed
corporate safety action plan is being prepared, including the
activities that will be guided and supervised by safety team of the
Company on a monthly basis. New safety procedures have been developed
and are being implemented. Intensive training modules have been
organized.

Clean Development Mechanism (CDM):

As the shareholders are aware, your Company has registered its first
two units of 660 MW each of phase III of Mundra Power Project with
United Nations Framework Convention on Climate Change (UNFCCC) as Clean
Development Mechanism (CDM) Project. This is the worlds first project
based on super-critical technology to get registered as CDM Project
under UNFCCC.

Directors:

- Appointment of Additional Director:

During the year under review, Mr. R.K Madan was appointed as an
Additional Director on the Board of the Company w.e.f 20th March, 2010.
Pursuant to Section 260 of Companies Act, 1956 and Articles of
Association of the company, Mr. R.K Madan holds office upto the date of
ensuing Annual General Meeting. The Company has received a notice in
writing from a member of the Company signifying his candidature for the
office of the Board of Directors of the Company.

- Appointment of Executive Director:

During the year under review, Mr. Ameet H. Desai, Director of the
company was appointed as an Executive Director for period of five years
w.e.f 1st November, 2009.

As per Section 256 of the Companies Act, 1956 and Articles of
Association of the Company, Mr. Gautam S. Adani and Mr. Rajesh S. Adani
are liable to retire by rotation and being eligible offer themselves
for re-appointment.

A brief resume of directors being appointed / re-appointed with the
nature of their expertise, their shareholding in the Company as
stipulated under Clause 49 of the Listing Agreement is appended as an
annexure to the notice of the ensuing Annual General Meeting.

Directors Responsibility Statement:

Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956, with respect to Directors Responsibility Statement, the
Directors confirm that:

1. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations
relating to material departures, if any.

2. Reasonable and Prudent Accounting Policies have been adopted in
preparation of the Financial Statements. The Accounting Policies have
been consistently applied except for the changes mentioned in Notes
forming part of Accounts.

3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

Additional information to Shareholders:

Your company provides all the latest information on the Companys
projects, matters of interest to the investors like financial
information, investor presentations, press releases, etc.. on the
website www.adanipOwer.com. .

Insurance:

Assets of your Companyare adequately insured against various perils.

Auditors:

Your Companys Auditors M/s. Deloitte Haskins & Sells, Chartered
Accountants, Ahmedabad, hold office until the conclusion of the ensuing
Annual General Meeting. They have shown their willingness to accept the
office as Statutory Auditors, if appointed. Your Company has received a
written certificate from the Auditors to the effect that their re-
appointment, if made, would be within the prescribed limit under
Section 224(1 B) of the Companies Act, 1956.

Auditors Report:

Notes to the accounts, as referred in the Auditors Report, are
self-explanatory and practice consistently followed and therefore do
not call for any further comments and explanations.

Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of the employees forms part of
this report as Annexure. However, as permitted by section 219 (1)(b)
(iv) of the companies Act, 1956 this Annual Report is being sent to all
shareholders excluding aforesaid information. Any member interested in
obtaining such particulars may write to Company Secretary at the
Registered office of the Company.

The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under
Section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are appended herewith as Annexure I and forms part of this Annual
Report.

During the year there was no earning in foreign exchange. The foreign
exchange outgo during the year under review amounted to Rs. 83062;02
lacs.

"Group" For Inter-Se Transfer of Shares:

As required under Clause 3(1 )(e) of the Securities and Exchange Board
of India (Substantial Acquisition of Shares and Takeovers) Regulations,
1997, persons constituting "Group" (within the meaning as defined in
the Monopolies and Restrictive Trade Practices Act, 1969) for the
purpose of availing exemption from applicability of the provisions of
Regulations 10 to 12 of the aforesaid SEBI Regulations are given in
Annexure II attached herewith and forms part of this Annual Report.

Acknowledgement:

In consonance with established maxim that the company is only as good
as its people, your Company has put together a team of highly qualified
and experienced professionals.

The success achieved by your Company and the progress made by it are
due to co-operation, efforts and commitment of all concerned with its
affairs, including various ministries and department of Government of
India, Government of Gujarat, Financial Institutions, Banks,
shareholders, directors, executives, officers of your Company. The
management expresses gratitude to all for their co-operation especially
to the employees for their dedicated services without which the good
results would not have been possible.